SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
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FLEETBOSTON FLEET CAPITAL
FINANCIAL CORPORATION TRUST VIII
(Exact name of registrant (Exact name of registrant
as specified in its charter) as specified in its certificate of trust)
RHODE ISLAND DELAWARE
(State or other jurisdiction (State or other jurisdiction
of incorporation or organization) of incorporation or organization)
05-0341324 04-6861972
(I.R.S. employer identification number) (I.R.S. employer identification number)
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100 Federal Street
Boston, Massachusetts 02110
(Address of principal executive offices, including zip code)
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If this form relates to the registration of a class of securities pursuant to
Section 12(b) of the Exchange Act and is effective pursuant to General
Instruction A.(c), please check the following box. |X|
If this form relates to the registration of a class of securities pursuant to
Section 12(g) of the Exchange Act and is effective pursuant to General
Instruction A.(d), please check the following box. |_|
Securities Act registration statement file number to which this form relates: 333-72912
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(If applicable)
Securities to be registered pursuant to Section 12(b) of the Exchange Act:
Title of Each Class Name of Each Exchange on Which
to be so Registered Each Class is to be Registered
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Preferred Securities of Fleet Capital New York Stock Exchange, Inc.
Trust VIII (and the Guarantee
by FleetBoston Financial Corporation with
respect thereto)
Securities to be registered pursuant to Section 12(g) of the Exchange Act:
None
INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 1. Description of Registrant's Securities to be Registered.
The class of securities to be registered hereby consists of the 7.20%
Preferred Securities (the "Preferred Securities"), representing undivided
beneficial ownership interests in the assets of Fleet Capital Trust VIII, a
statutory business trust formed under the laws of the State of Delaware (the
"Trust"), together with the Preferred Securities Guarantee by FleetBoston
Financial Corporation, a Rhode Island corporation, in favor of the holders of
the Preferred Securities.
For a description of the Preferred Securities, reference is made to
the information set forth under the headings "Description of the Preferred
Securities" and "Description of the Preferred Securities Guarantees" in the
Registration Statement on Form S-3 (Registration No. 333-72912) filed with the
Securities and Exchange Commission (the "Commission") on November 7, 2001, as
amended by Amendment No. 1 thereto filed with the Commission on November 21,
2001 (the "Registration Statement"), which description is incorporated herein by
reference. Definitive copies of the prospectus describing the terms of the
Preferred Securities have been filed pursuant to Rule 424(b) under the
Securities Act and are incorporated herein by reference.
Item 2. Exhibits.
2.1 Certificate of Trust of Fleet Capital Trust VIII, as amended by First
Amendment to Certificate of Trust of Fleet Capital Trust VIII
(referenced in Exhibit 4(s)(i) to the Registration Statement, and
incorporated by reference to Exhibit 4(a)(viii) to Registration
Statement No. 333-48043 and Exhibit 4(t)(iii) to Registration
Statement No. 333-86829).
2.2 Declaration of Trust of Fleet Capital Trust VIII, as amended by First
Amendment to Declaration of Trust of Fleet Capital Trust VIII
(referenced in Exhibit 4(t)(i) to the Registration Statement, and
incorporated by reference to Exhibit 4(b)(viii) to Registration
Statement No. 333-48043 and Exhibit 4(u)(iii) to Registration
Statement No. 333-86829).
2.3 Amended and Restated Declaration of Trust, dated as of March 8, 2002,
among FleetBoston Financial Corporation, as sponsor, The Bank of New
York (Delaware), as Delaware Trustee, and The Bank of New York, as
Institutional Trustee, the Regular Trustees named therein and the
holders, from time to time, of the undivided beneficial ownership
interests in the assets of Fleet Capital Trust VIII.
2.4 Indenture, dated as of June 30, 2000, between FleetBoston Financial
Corporation and The Bank of New York, as Trustee (incorporated by
reference to Exhibit 4(b) to FleetBoston Financial Corporation's
Current Report on Form 8-K dated June 30, 2000).
2.5 First Supplemental Indenture, dated as of June 30, 2000, between
FleetBoston Financial Corporation and The Bank of New York, as Trustee
(incorporated by reference to Exhibit 4(c) to FleetBoston Financial
Corporation's Current Report on Form 8-K dated June 30, 2000).
2.6 Second Supplemental Indenture, dated as of September 17, 2001, between
FleetBoston Financial Corporation and The Bank of New York, as Trustee
(incorporated by reference to Exhibit 2.6 to FleetBoston Financial
Corporation's Registration Statement on Form 8-A filed on September
21, 2001).
2.7 Third Supplemental Indenture, dated as of March 8, 2002, between
FleetBoston Financial Corporation and The Bank of New York, as
Trustee.
2.8 Form of Preferred Security (included in Exhibit 2.3).
2.9 Form of Junior Subordinated Debenture (included in Exhibit 2.7).
2.10 Preferred Securities Guarantee, dated as of March 8, 2002, between
FleetBoston Financial Corporation, as Guarantor, and The Bank of New
York, as Trustee.
SIGNATURES
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the registrants have duly caused this registration statement to be
signed on their behalf by the undersigned, thereunto duly authorized.
Dated: March 8, 2002 FLEET CAPITAL TRUST VIII
By: /s/ JOHN R. RODEHORST
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Name: John R. Rodehorst
Title: Regular Trustee
FLEETBOSTON FINANCIAL CORPORATION
By: /s/ JOHN R. RODEHORST
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Name: John R. Rodehorst
Title: Assistant Treasurer